Cavalry Bancorp, Inc. Announces Merger Related Expenses.MURFREESBORO, Tenn. -- Cavalry Bancorp, Inc. (Nasdaq: CAVB) said today that, in connection with its anticipated merger with Pinnacle Financial Partners (Nasdaq: PNFP), and as contemplated in the merger agreement, it had made one-time payments to certain of its executive officers. The payments are expected to reduce Cavalry's 2005 earnings by approximately $850,000, or $0.12 per share on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis. The Pinnacle-Cavalry transaction is subject to regulatory approval and is expected to close by March 31, 2006. Announced in early October, the acquisition will create the second largest financial institution headquartered in Tennessee, with 16 offices in the Nashville-Davidson-Murfreesboro metropolitan statistical area (MSA (Metropolitan Service Area) An urban area with at least 50,000 people plus surrounding counties. There are 306 MSAs and 428 RSAs (rural service areas) in the U.S. MSAs and RSAs are used to allocate cellular licenses. ) and one in neighboring neigh·bor n. 1. One who lives near or next to another. 2. A person, place, or thing adjacent to or located near another. 3. A fellow human. 4. Used as a form of familiar address. v. Bedford County Bedford County is the name of several counties in the United States:
Cavalry Bancorp, Inc. is the parent of Cavalry Banking, a community-oriented financial institution operating nine retail offices in Rutherford Rutherford (rŭth`ərfərd), borough (1990 pop. 17,790), Bergen co., NE N.J., a residential suburb of the New York City–N New Jersey metropolitan area; inc. 1881. Several pre-Revolutionary houses remain there. and Bedford Counties in Middle Tennessee “Middle Tennessee” redirects here. For the university in Murfreesboro, see Middle Tennessee State University. Middle Tennessee is a distinct portion of the state of Tennessee, delineated according to law as well as custom. . Additional information concerning Cavalry can be accessed at www.cavb.com, while additional information concerning Pinnacle can be accessed at www.pnfp.com. Certain of the statements in this release may constitute forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking. All forward-looking statements are subject to risks, uncertainties and other facts that may cause the actual results, performance or achievements of Cavalry to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, without limitation, (i) significant increases in loan losses and provisions for those losses, (ii) the inability of Cavalry to continue to grow its loan portfolio at historic rates, (iii) increased competition with other financial institutions, (iv) lack of sustained growth in the economy in the Nashville, Tennessee “Nashville” redirects here. For other uses, see Nashville (disambiguation). Nashville is the capital and the second most populous city of the U.S. state of Tennessee, after Memphis. area, (v) rapid fluctuations or unanticipated changes in interest rates, (vi) the inability of Cavalry to satisfy regulatory requirements Regulatory requirements are part of the process of drug discovery and drug development. Regulatory requirements describe what is necessary for a new drug to be approved for marketing in any particular country. , (vii) the inability of Cavalry to execute its expansion plans and (viii) changes in the legislative and regulatory environment. A more detailed description of these and other risks is contained in Cavalry's most recent report on Form 10-Q Form 10-Q See 10-Q. for the quarter ended September 30, 2005, and in the joint proxy statement/prospectus. Many of such factors are beyond Cavalry's ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. Cavalry disclaims any obligation to update or revise any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise. On November 14, 2005, Pinnacle's registration statement filed with the Securities and Exchange Commission (File No. 333-129076), which contained a joint proxy statement/prospectus related to the proposed Pinnacle/Cavalry merger, was declared effective. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, CAVALRY AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents once they are available through the website maintained by the SEC at http://www.sec.gov. Free copies of the joint proxy statement/prospectus also may be obtained by directing a request by telephone or mail to Pinnacle Financial Partners, Inc., 211 Commerce Street, Suite 300, Nashville, TN 37201, Attention: Investor Relations Investor relations The process by which the corporation communicates with its investors. (615) 744-3710 or Cavalry Bancorp, Inc. 114 West College Street, P.O. Box 188, Murfreesboro, TN 37133, Attention: Investor Relations (615) 849-2272. This communication shall not constitute an offer to sell or the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. |
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